UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-871
BUCYRUS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 39-0188050
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P. O. BOX 500
1100 MILWAUKEE AVENUE
SOUTH MILWAUKEE, WISCONSIN
53172
(Address of Principal Executive Offices)
(Zip Code)
(414) 768-4000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding August 9, 2002
Common Stock, $.01 par value 1,435,600
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
Page No.
Part I. FINANCIAL INFORMATION:
Item 1 - Financial Statements (Unaudited)
Consolidated Condensed Statements of Operations -
Quarters and six months ended June 30, 2002
and 2001 3
Consolidated Condensed Statements of Comprehensive
Loss - Quarters and six months ended June 30, 2002
and 2001 4
Consolidated Condensed Balance Sheets -
June 30, 2002 and December 31, 2001 5-6
Consolidated Condensed Statements of Cash Flows -
Six months ended June 30, 2002 and 2001 7
Notes to Consolidated Condensed Financial
Statements 8-20
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results
of Operations 21-26
Item 3 - Quantitative and Qualitative Disclosures
About Market Risk 27-28
Part II. OTHER INFORMATION:
Item 6 - Exhibits and Reports on Form 8-K 29
Signature Page 30
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars In Thousands, Except Per Share Amounts)
Quarters Ended June 30, Six Months Ended June 30,
2002 2001 2002 2001
Revenues:
Net sales $ 75,627 $ 67,646 $ 140,057 $ 132,348
Other income 87 115 141 220
__________ __________ __________ __________
75,714 67,761 140,198 132,568
__________ __________ __________ __________
Costs and Expenses:
Cost of products sold 61,685 58,075 113,856 110,774
Engineering and field
service, selling,
administrative and
miscellaneous expenses 10,573 9,893 20,265 21,085
Interest expense 4,676 5,321 9,275 10,742
__________ __________ __________ __________
76,934 73,289 143,396 142,601
__________ __________ __________ __________
Loss before income taxes (1,220) (5,528) (3,198) (10,033)
Income taxes 1,039 493 1,645 593
__________ __________ __________ __________
Net loss $ (2,259) $ (6,021) $ (4,843) $ (10,626)
Net loss per share
of common stock:
Basic $ (1.57) $ (4.19) $ (3.37) $ (7.40)
Diluted $ (1.57) $ (4.19) $ (3.37) $ (7.40)
<FN>
See notes to consolidated condensed financial statements.
</FN>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
(Dollars in Thousands)
Quarters Ended June 30, Six Months Ended June 30,
2002 2001 2002 2001
Net loss $ (2,259) $ (6,021) $ (4,843) $ (10,626)
Other comprehensive loss -
foreign currency translation
adjustments (1,050) (272) (1,374) (3,720)
__________ __________ __________ __________
Comprehensive loss $ (3,309) $ (6,293) $ (6,217) $ (14,346)
<FN>
See notes to consolidated condensed financial statements.
</FN>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars In Thousands, Except Per Share Amounts)
June 30, December 31, June 30, December 31,
2002 2001 2002 2001
ASSETS LIABILITIES AND COMMON
CURRENT ASSETS: SHAREHOLDERS' INVESTMENT
Cash and cash CURRENT LIABILITIES:
equivalents $ 5,732 $ 7,218 Accounts payable and
Receivables 57,380 55,554 accrued expenses $ 57,361 $ 47,760
Inventories 112,055 102,008 Liabilities to customers
Prepaid expenses and on uncompleted contracts
other current assets 8,527 5,827 and warranties 5,908 6,008
________ ________ Income taxes 2,187 1,205
Borrowings under revolving
Total Current Assets 183,694 170,607 credit facilities and other
short-term obligations 68,938 566
OTHER ASSETS: Current maturities of
Restricted funds long-term debt 428 732
on deposit 1,618 582 ________ ________
Goodwill - net 55,660 55,660 Total Current
Intangible assets - net 38,777 39,601 Liabilities 134,822 56,271
Other assets 12,262 12,092
________ ________ LONG-TERM LIABILITIES:
Liabilities to customers on
108,317 107,935 uncompleted contracts
and warranties 2,000 2,000
PROPERTY, PLANT AND EQUIPMENT: Postretirement benefits 13,077 13,277
Cost 106,961 115,730 Deferred expenses, pension
Less accumulated and other 28,780 33,775
depreciation (40,512) (38,527) Interest payable to Holdings 14,749 11,062
________ ________ ________ ________
66,449 77,203 58,606 60,114
LONG-TERM DEBT, less
current maturities 154,077 222,188
COMMON SHAREHOLDERS' INVESTMENT:
Common stock - par value
$.01 per share, authorized
1,700,000 shares, issued
1,444,650 shares 14 14
Additional paid-in capital 147,715 147,715
Treasury stock - 9,050
shares, at cost (851) (851)
Accumulated deficit (95,259) (90,416)
Accumulated other
comprehensive loss (40,664) (39,290)
________ ________
10,955 17,172
________ ________ ________ ________
$358,460 $355,745 $358,460 $355,745
<FN>
See notes to consolidated condensed financial statements.
</FN>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
Six Months Ended June 30,
2002 2001
Net Cash Used In Operating Activities $ (6,009) $ (9,771)
__________ __________
Cash Flows From Investing Activities
Increase in restricted funds
on deposit (1,036) (166)
Proceeds from sale of The Principal
Financial Group shares 2,974 -
Purchases of property, plant
and equipment (2,898) (1,448)
Net proceeds from sale and
leaseback transaction 6,657 -
Proceeds from sale of property, plant
and equipment 80 519
__________ __________
Net cash provided by (used in)
investing activities 5,777 (1,095)
__________ __________
Cash Flows From Financing Activities
Net proceeds from (repayments of)
revolving credit facilities (437) 8,502
Net increase (decrease) in long-term
debt and other bank borrowings 394 (633)
Payment of refinancing expenses (1,627) -
Capital contribution from Bucyrus
Holdings, LLC - 1,093
__________ __________
Net cash provided by (used in)
financing activities (1,670) 8,962
__________ __________
Effect of exchange rate
changes on cash 416 (334)
__________ __________
Net decrease in cash
and cash equivalents (1,486) (2,238)
Cash and cash equivalents at
beginning of period 7,218 6,948
__________ __________
Cash and cash equivalents at
end of period $ 5,732 $ 4,710
Supplemental Disclosures of Cash Flow Information
2002 2001
Cash paid during the period for:
Interest $ 5,527 $ 7,214
Income taxes - net of refunds 1,274 (159)
Supplemental Schedule of Non-Cash Investing and Financing Activities
On March 20, 2001, the Company recorded an equity contribution from Bucyrus
Holdings, LLC ("Holdings"), the Company's parent, and a corresponding
reduction in interest payable to Holdings in the amount of $2,171,000, which
represented accrued interest as of June 30, 2000 on the 9-3/4% Senior Notes
due 2007 acquired by Holdings.
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of Bucyrus International, Inc. (the "Company"), the
consolidated condensed financial statements contain all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
financial results for the interim periods. Certain items are included in
these statements based on estimates for the entire year. The Company's
operations are classified as one operating segment. The Company is
currently substantially wholly-owned by Bucyrus Holdings, LLC
("Holdings").
2. Certain notes and other information have been condensed or omitted from
these interim consolidated condensed financial statements. Therefore,
these statements should be read in conjunction with the Company's 2001
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 29, 2002.
3. Inventories consist of the following:
June 30, December 31,
2002 2001
(Dollars in Thousands)
Raw materials and parts $ 17,836 $ 13,646
Work in process 12,594 12,837
Finished products (primarily
replacement parts) 81,625 75,525
________ ________
$112,055 $102,008
4. Basic and diluted net loss per share of common stock were computed by
dividing net loss by the weighted average number of shares of common
stock outstanding. Stock options outstanding were not included in the
per share calculations because they did not have a dilutive effect. The
numerators and the denominators of the basic and diluted net loss per
share of common stock calculations are as follows:
Quarters Ended June 30, Six Months Ended June 30,
2002 2001 2002 2001
(Dollars in Thousands, Except
Per Share Amounts)
Basic and Diluted
Net loss $ (2,259) $ (6,021) $ (4,843) $ (10,626)
Weighted average
shares outstanding 1,435,600 1,435,600 1,435,600 1,435,600
Net loss per share $ (1.57) $ (4.19) $ (3.37) $ (7.40)
5. On June 30, 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 142 establishes accounting and
reporting standards associated with goodwill and other intangible assets.
With the adoption of SFAS 142, goodwill is no longer subject to
amortization, but instead is subject to an evaluation for impairment at
least annually by applying a two-step fair-value-based test.
Additionally, intangible assets with indefinite lives are also no longer
amortized but are subject to an evaluation for impairment at least
annually by applying a lower-of-cost-or-market test. Intangible assets
with finite lives continue to be amortized. The Company adopted SFAS 142
on January 1, 2002. For goodwill, the Company has completed Step 1 of
the goodwill transition impairment test as required. The fair value of
the Company's reporting units exceeds the carrying amounts and an
impairment charge is not required. The Company has also completed an
impairment analysis of its indefinite life intangible assets in
accordance with the provisions of SFAS 142 and has determined that an
impairment charge is not required. The following table summarizes the
effects of SFAS 142 on the Company's net loss and loss per share for the
prior periods presented:
Quarters Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
(Dollars In Thousands, Except Per Share Amounts)
Reported net loss $ (2,259) $ (6,021) $ (4,843) $(10,626)
Goodwill amortization - 540 - 1,081
Trademarks/Trade Names
amortization - 121 - 242
________ ________ ________ ________
Adjusted net loss $ (2,259) $ (5,360) $ (4,843) $ (9,303)
Basic and diluted loss
per share:
Reported net loss $ (1.57) $ (4.19) $ (3.37) $ (7.40)
Goodwill amortization - .38 - .75
Trademarks/Trade Names
amortization - .08 - .17
________ ________ ________ ________
Adjusted net loss
per share $ (1.57) $ (3.73) $ (3.37) $ (6.48)
Intangible assets consist of the following:
June 30, 2002 December 31, 2001
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
(Dollars in Thousands)
Amortized intangible
assets:
Engineering drawings $ 25,500 $ (6,081) $ 25,500 $ (5,443)
Bill of material
listings 2,856 (681) 2,856 (610)
Software 2,288 (1,092) 2,288 (977)
________ ________ ________ ________
$ 30,644 $ (7,854) $ 30,644 $ (7,030)
Unamortized intangible
assets:
Trademarks/Trade Names $ 12,436 $ 12,436
Intangible pension
asset 3,551 3,551
________ ________
$ 15,987 $ 15,987
The aggregate amortization expense for the quarter and six months ended
June 30, 2002 was $412,000 and $824,000, respectively, compared with
$532,000 and $1,065,000 for the quarter and six months ended June 30,
2001, respectively. The estimated annual amortization expense in each of
the next five years is $1,647,000.
6. On January 4, 2002, the Company completed a sale and leaseback
transaction for a portion of its land and buildings in South Milwaukee,
Wisconsin. The Company is leasing back the property under an operating
lease over a period of twenty years with options for renewals. Net
proceeds received from this transaction were $7,157,000 less $500,000
required as a security deposit. No gain or loss was recognized on this
transaction.
7. The Company's payment obligations under its 9-3/4% Senior Notes due 2007
(the "Senior Notes") are guaranteed by certain of the Company's wholly-
owned subsidiaries (the "Guarantor Subsidiaries"). Such guarantees are
full, unconditional and joint and several. Separate financial statements
of the Guarantor Subsidiaries are not presented because the Company's
management has determined that they would not be material to investors.
The following supplemental financial information sets forth, on an
unconsolidated basis, the statement of operations, balance sheet and
statement of cash flow information for the Company (the "Parent
Company"), for the Guarantor Subsidiaries and for the Company's non-
guarantor subsidiaries (the "Other Subsidiaries"). The supplemental
financial information reflects the investments of the Company in the
Guarantor and Other Subsidiaries using the equity method of accounting.
The Company has determined that it is not practicable to allocate
goodwill, intangible assets and deferred income taxes to the Guarantor
Subsidiaries and Other Subsidiaries. Parent Company amounts for net
earnings (loss) and common shareholders' investment differ from
consolidated amounts as intercompany profit in subsidiary inventory has
not been eliminated in the Parent Company statement but has been
eliminated in the Consolidated Totals.
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended June 30, 2002
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 39,033 $ 13,377 $ 38,563 $(15,346) $ 75,627
Other income 478 1 241 (633) 87
________ ________ ________ ________ ________
39,511 13,378 38,804 (15,979) 75,714
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 31,989 12,790 31,430 (14,524) 61,685
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 5,783 510 4,280 - 10,573
Interest expense 4,755 333 221 (633) 4,676
________ ________ ________ ________ ________
42,527 13,633 35,931 (15,157) 76,934
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net loss of
consolidated subsidiaries (3,016) (255) 2,873 (822) (1,220)
Income taxes 77 - 962 - 1,039
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (3,093) (255) 1,911 (822) (2,259)
Equity in net earnings of
consolidated subsidiaries 1,656 - - (1,656) -
________ ________ ________ ________ ________
Net earnings (loss) $ (1,437) $ (255) $ 1,911 $ (2,478) $ (2,259)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended June 30, 2001
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 37,566 $ 10,225 $ 34,973 $(15,118) $ 67,646
Other income 641 8 221 (755) 115
________ ________ ________ ________ ________
38,207 10,233 35,194 (15,873) 67,761
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 33,394 9,988 29,841 (15,148) 58,075
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 6,322 172 3,399 - 9,893
Interest expense 5,276 441 359 (755) 5,321
________ ________ ________ ________ ________
44,992 10,601 33,599 (15,903) 73,289
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (6,785) (368) 1,595 30 (5,528)
Income taxes (benefit) 242 (132) 383 - 493
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (7,027) (236) 1,212 30 (6,021)
Equity in net earnings of
consolidated subsidiaries 976 - - (976) -
________ ________ ________ ________ ________
Net earnings (loss) $ (6,051) $ (236) $ 1,212 $ (946) $ (6,021)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Six Months Ended June 30, 2002
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 73,409 $ 25,457 $ 70,340 $(29,149) $140,057
Other income 2,047 1 418 (2,325) 141
________ ________ ________ ________ ________
75,456 25,458 70,758 (31,474) 140,198
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 60,922 24,243 57,018 (28,327) 113,856
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 11,246 975 8,044 - 20,265
Interest expense 9,365 650 1,585 (2,325) 9,275
________ ________ ________ ________ ________
81,533 25,868 66,647 (30,652) 143,396
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (6,077) (410) 4,111 (822) (3,198)
Income taxes (benefit) 261 (1) 1,385 - 1,645
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (6,338) (409) 2,726 (822) (4,843)
Equity in net earnings of
consolidated subsidiaries 2,317 - - (2,317) -
________ ________ ________ ________ ________
Net earnings (loss) $ (4,021) $ (409) $ 2,726 $ (3,139) $ (4,843)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Six Months Ended June 30, 2001
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 75,007 $ 19,723 $ 65,120 $(27,502) $132,348
Other income 3,078 51 412 (3,321) 220
________ ________ ________ ________ ________
78,085 19,774 65,532 (30,823) 132,568
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 65,184 18,458 54,744 (27,612) 110,774
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 13,340 385 7,360 - 21,085
Interest expense 10,607 926 2,530 (3,321) 10,742
________ ________ ________ ________ ________
89,131 19,769 64,634 (30,933) 142,601
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (11,046) 5 898 110 (10,033)
Income taxes 354 18 221 - 593
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (11,400) (13) 677 110 (10,626)
Equity in net earnings of
consolidated subsidiaries 664 - - (664) -
________ ________ ________ ________ ________
Net earnings (loss) $(10,736) $ (13) $ 677 $ (554) $(10,626)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
June 30, 2002
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 27 $ 5,705 $ - $ 5,732
Receivables 20,176 10,231 26,973 - 57,380
Intercompany receivables 91,735 1,813 18,192 (111,740) -
Inventories 60,927 9,416 45,247 (3,535) 112,055
Prepaid expenses and
other current assets 1,706 497 6,324 - 8,527
________ ________ ________ _________ ________
Total Current Assets 174,544 21,984 102,441 (115,275) 183,694
OTHER ASSETS:
Restricted funds on deposit 769 - 849 - 1,618
Goodwill - net 55,660 - - - 55,660
Intangible assets - net 38,777 - - - 38,777
Other assets 10,711 - 1,551 - 12,262
Investment in subsidiaries 8,404 - - (8,404) -
________ ________ ________ _________ ________
114,321 - 2,400 (8,404) 108,317
PROPERTY, PLANT AND
EQUIPMENT - net 48,778 6,962 10,709 - 66,449
________ ________ ________ _________ ________
337,643 28,946 115,550 (123,679) 358,460
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable and
accrued expenses 39,919 3,004 14,791 (353) 57,361
Intercompany payables 264 32,734 73,073 (106,071) -
Liabilities to customers
on uncompleted contracts
and warranties 1,944 - 3,964 - 5,908
Income taxes 270 3 1,914 - 2,187
Borrowings under revolving
credit facilities and
other short-term
obligations 68,395 - 543 - 68,938
Current maturities of
long-term debt 247 8 173 - 428
________ ________ ________ _________ ________
Total Current Liabilities 111,039 35,749 94,458 (106,424) 134,822
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 2,000 - - - 2,000
Postretirement benefits 12,681 - 396 - 13,077
Deferred expenses, pension
and other 27,368 363 1,049 - 28,780
Interest payable to
Holdings 14,749 - - - 14,749
________ ________ ________ _________ ________
56,798 363 1,445 - 58,606
LONG-TERM DEBT, less
current maturities 150,000 1,195 2,882 - 154,077
COMMON SHAREHOLDERS'
INVESTMENT 19,806 (8,361) 16,765 (17,255) 10,955
________ ________ ________ _________ ________
$337,643 $ 28,946 $115,550 $(123,679) $358,460
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
December 31, 2001
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 28 $ 7,190 $ - $ 7,218
Receivables 24,407 7,146 24,001 - 55,554
Intercompany receivables 79,336 1,127 12,529 (92,992) -
Inventories 53,365 9,025 43,237 (3,619) 102,008
Prepaid expenses and
other current assets 542 282 5,003 - 5,827
________ ________ ________ _________ ________
Total Current Assets 157,650 17,608 91,960 (96,611) 170,607
OTHER ASSETS:
Restricted funds on deposit 42 - 540 - 582
Goodwill - net 55,660 - - - 55,660
Intangible assets - net 39,601 - - - 39,601
Other assets 10,203 - 1,889 - 12,092
Investment in subsidiaries 7,103 - - (7,103) -
________ ________ ________ _________ ________
112,609 - 2,429 (7,103) 107,935
PROPERTY, PLANT AND
EQUIPMENT - net 60,172 5,904 11,127 - 77,203
________ ________ ________ _________ ________
330,431 23,512 105,516 (103,714) 355,745
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable and
accrued expenses 30,732 2,533 14,730 (235) 47,760
Intercompany payables 44 27,771 60,532 (88,347) -
Liabilities to customers
on uncompleted contracts
and warranties 2,800 522 2,686 - 6,008
Income taxes 234 29 942 - 1,205
Short-term obligations - - 566 - 566
Current maturities of
long-term debt 237 8 487 - 732
________ ________ ________ _________ ________
Total Current Liabilities 34,047 30,863 79,943 (88,582) 56,271
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 2,000 - - - 2,000
Postretirement benefits 12,863 - 414 - 13,277
Deferred expenses,
pension and other 32,032 249 1,494 - 33,775
Interest payable to
Holdings 11,062 - - - 11,062
________ ________ ________ _________ ________
57,957 249 1,908 - 60,114
LONG-TERM DEBT, less
current maturities 213,226 352 8,610 - 222,188
COMMON SHAREHOLDERS'
INVESTMENT 25,201 (7,952) 15,055 (15,132) 17,172
________ ________ ________ _________ ________
$330,431 $ 23,512 $105,516 $(103,714) $355,745
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Six Months Ended June 30, 2002
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Net Cash Provided By (Used
In) Operating Activities $(11,409) $ 387 $ 5,013 $ - $ (6,009)
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
Increase in restricted
funds on deposit (727) - (309) - (1,036)
Proceeds from sale of
The Principal Financial
Group shares 2,974 - - - 2,974
Purchases of property,
plant and equipment (1,170) (1,231) (497) - (2,898)
Proceeds from sale of
property, plant and
equipment 25 - 55 - 80
Net proceeds from sale and
leaseback transaction 6,657 - - - 6,657
________ ________ ________ ________ ________
Net cash provided by (used
in)investing activities 7,759 (1,231) (751) - 5,777
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Net proceeds from (repayments
of) revolving credit
facilities 5,295 - (5,732) - (437)
Net increase (decrease)
in long-term debt and
other bank borrowings (116) 843 (333) - 394
Payment of refinancing
expenses (1,529) - (98) - (1,627)
________ ________ ________ ________ ________
Net cash provided by (used
in) financing activities 3,650 843 (6,163) - (1,670)
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - 416 - 416
________ ________ ________ ________ ________
Net decrease in cash
and cash equivalents - (1) (1,485) - (1,486)
Cash and cash equivalents
at beginning of period - 28 7,190 - 7,218
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 27 $ 5,705 $ - $ 5,732
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Six Months Ended June 30, 2001
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Net Cash Provided By (Used
In) Operating Activities $ (8,669) $ 42 $ (1,144) $ - $ (9,771)
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
(Increase) decrease in
restricted funds on
deposit 72 - (238) - (166)
Purchases of property,
plant and equipment (797) (44) (607) - (1,448)
Proceeds from sale of
property, plant and
equipment 55 - 464 - 519
________ ________ ________ ________ ________
Net cash used in
investing activities (670) (44) (381) - (1,095)
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Proceeds from revolving
credit facilities 8,475 - 27 - 8,502
Net decrease in long-term
debt and other bank
borrowings (229) - (404) - (633)
Capital contribution
from Holdings 1,093 - - - 1,093
________ ________ ________ ________ ________
Net cash provided by (used
in) financing activities 9,339 - (377) - 8,962
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - (334) - (334)
________ ________ ________ ________ ________
Net decrease in cash
and cash equivalents - (2) (2,236) - (2,238)
Cash and cash equivalents
at beginning of period - 36 6,912 - 6,948
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 34 $ 4,676 $ - $ 4,710
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information is provided to assist in the understanding of
the Company's operations for the quarters and six months ended June 30, 2002
and 2001.
In connection with acquisitions involving the Company, assets and
liabilities were adjusted to their estimated fair values. The consolidated
condensed financial statements include the related amortization charges
associated with the fair value adjustments.
Liquidity and Capital Resources
Liquidity
Working capital and current ratio are two financial measurements which
provide an indication of the Company's ability to meet its short-term
obligations. These measurements at June 30, 2002 and December 31, 2001 were
as follows:
June 30, December 31,
2002 2001
(Dollars in Thousands)
Working capital $ 48,872 $114,336
Current ratio 1.4 to 1 3.0 to 1
The decrease in working capital and current ratio in 2002 was primarily
due to the classification of borrowings under the Company's new Loan and
Security Agreement with GMAC Business Credit, LLC (the "Loan and Security
Agreement") at June 30, 2002 as a current liability since these borrowings are
due January 2, 2003. At December 31, 2001, borrowings under the Company's
previous credit agreement were classified as long-term debt. Also, fees
payable to American Industrial Partners of $5,089,000 under a management
services agreement are included in current liabilities at June 30, 2002. At
December 31, 2001, these accrued fees totalled $4,364,000 and were classified
as long-term. Payment of these fees is subject to certain restrictions in the
Loan and Security Agreement
The Company is presenting below a calculation of earnings before interest
expense, income taxes, depreciation, amortization and (gain) loss on sale of
fixed assets ("Adjusted EBITDA"). The Company is required to maintain certain
minimum EBITDA levels under its Loan and Security Agreement. EBITDA as
defined under this agreement does not differ materially from Adjusted EBITDA
as calculated below. The Adjusted EBITDA calculation is not an alternative to
operating income under generally accepted accounting principles as an
indicator of operating performance or to cash flows as a measure of liquidity.
The following table reconciles Loss Before Income Taxes to Adjusted EBITDA:
Quarters Ended June 30, Six Months Ended June 30,
2002 2001 2002 2001
(Dollars in Thousands)
Loss before
income taxes $ (1,220) $ (5,528) $ (3,198) $(10,033)
Non-cash expenses:
Depreciation 2,708 2,823 5,339 5,626
Amortization 1,173 1,433 2,006 2,752
(Gain) loss
on sale of
fixed assets - 72 (8) 731
Interest expense 4,676 5,321 9,275 10,742
________ ________ ________ ________
Adjusted
EBITDA $ 7,337 $ 4,121 $ 13,414 $ 9,818
On March 7, 2002, the Company entered into the Loan and Security
Agreement which provides the Company with an $85,000,000 senior secured
revolving credit facility. The Loan and Security Agreement expires on
January 2, 2003. Outstanding borrowings bear interest equal to either the
prime rate plus an applicable margin (2% to 2.25%) or LIBOR plus an applicable
margin (3.5% to 3.75%) and are subject to a borrowing base formula based on
receivables and inventory. Borrowings under the Loan and Security Agreement
at June 30, 2002 were $68,395,000 at a weighted average interest rate of 6.0%
and were classified as a current liability. Proceeds from the Loan and
Security Agreement were used to repay in full all outstanding borrowings under
the Company's previous credit agreement with Bank One, Wisconsin (the "Credit
Agreement") and under the Bucyrus Canada Limited revolving term loan (see
below), and were used to pay $3,625,000 of interest due March 15 on the Senior
Notes (see below). Substantially all of the domestic assets of the Company
(excluding real property) and the receivables and inventory of the Company's
Canadian subsidiary are pledged as collateral under the Loan and Security
Agreement. In addition, all outstanding capital stock of the Company and its
domestic subsidiaries as well as 65% of the capital stock of the Company's
foreign subsidiaries are pledged as collateral. At June 30, 2002, the amount
available for borrowings under the Loan and Security Agreement was $5,461,000.
This amount has been reduced by $5,000,000 which is the minimum availability
the Company must maintain at all times.
The Company has outstanding $150,000,000 of 9-3/4% Senior Notes due 2007
(the "Senior Notes"). Interest thereon is payable each March 15 and
September 15. During 2000, Holdings acquired $75,635,000 of the Company's
Senior Notes. Holdings has agreed as part of the Loan and Security Agreement
(and previously the Credit Agreement) to defer the receipt of interest on
these Senior Notes during the life of the agreement. At June 30, 2002 and
December 31, 2001, $14,749,000 and $11,062,000, respectively, of interest was
accrued and payable to Holdings. An amendment to the Credit Agreement dated
March 20, 2001 required Holdings to contribute to equity of the Company a
portion of the accrued interest. As a result, on March 20, 2001, the Company
recorded an equity contribution from Holdings and a corresponding reduction in
interest payable to Holdings in the amount of $2,171,000, which represented
accrued interest as of June 30, 2000 on the Senior Notes acquired by Holdings.
Both the Loan and Security Agreement and the Senior Notes indenture
contain certain covenants which may affect the Company's liquidity and capital
resources. The Loan and Security Agreement contains a number of financial
covenants which, among other items, require the Company (A) to maintain
certain financial ratios, including: (i) leverage ratio (as defined); and
(ii) fixed charge coverage ratio; and (B) to maintain minimum levels of EBITDA
(as defined). At June 30, 2002, the Company was in compliance with all
covenants.
On April 30, 2002, Bucyrus Canada Limited, a wholly-owned subsidiary of
the Company, entered into a new C$3,510,000 mortgage loan on its facility.
The term of the mortgage loan is 15 years at an initial rate of 7.55% which is
fixed for the first five years. The balance outstanding at June 30, 2002 was
C$3,489,000. Previously, Bucyrus Canada Limited had a C$15,000,000 credit
facility with The Bank of Nova Scotia. On March 7, 2002, the outstanding
balance of C$9,083,000 under the C$10,000,000 revolving term loan portion of
this facility was paid in full with proceeds from the Loan and Security
Agreement. On April 30, 2002, Bucyrus Canada Limited paid the remaining non-
revolving term loan portion in full with proceeds from the new mortgage loan.
The mortgage loan contains a number of financial covenants which, among other
items, require the Company to maintain certain financial ratios on an annual
basis. At June 30, 2002, Bucyrus Canada Limited was in compliance with all
applicable covenants.
In December 2001, the Company, as a policyholder, received an allocation
of 369,918 shares as a result of the demutualization of The Principal
Financial Group. Net proceeds from the sale of these shares by the Company
were $8,704,000. Of the net proceeds, $2,974,000 was received on January 2,
2002 for shares sold in 2001 and is included in Receivables in the
Consolidated Condensed Balance Sheet at December 31, 2001.
On January 4, 2002, the Company completed a sale and leaseback
transaction for a portion of its land and buildings in South Milwaukee,
Wisconsin. The term of the lease is twenty years with options for renewals.
Net proceeds received from this transaction were $7,157,000 less $500,000
required as a security deposit.
Operating Losses
The Company is highly leveraged and low sales volumes in recent years
have had an adverse effect on the Company's liquidity. While the Company
believes that current levels of cash and liquidity, together with funds
generated by operations and funds available from the Loan and Security
Agreement, will be sufficient to permit the Company to satisfy its debt
service requirements and fund operating activities for the foreseeable future,
there can be no assurances to this effect and the Company continues to closely
monitor its operations. The Company is currently exploring additional
financing alternatives to extend or replace the Loan and Security Agreement.
The Company is subject to significant business, economic and competitive
uncertainties that are beyond its control. Accordingly, there can be no
assurance that the Company's performance will be sufficient for the Company to
maintain compliance with the financial covenants under the Loan and Security
Agreement and the Senior Notes Indenture, satisfy its debt service obligations
and fund operating activities under all circumstances. At this time, the
Company continues to believe that future cash flows will be sufficient to
recover the carrying value of its long-lived assets.
Capital Resources
At June 30, 2002, the Company had approximately $750,000 of open capital
appropriations. The Company's capital expenditures for the six months ended
June 30, 2002 were $2,898,000 compared with $1,448,000 for the six months
ended June 30, 2001. Included in capital expenditures for the first six
months of 2002 was approximately $800,000 related to the contruction of a new
facility in Gillette, Wyoming. During the second six months of 2002, the
Company expects to spend closer to the levels of recent years.
Capitalization
The long-term debt to equity ratio at June 30, 2002 and December 31, 2001
was 14.1 to 1 and 12.9 to 1, respectively. The long-term debt to total
capitalization ratio at June 30, 2002 and December 31, 2001 was .7 to 1 and
..9 to 1, respectively. If borrowings under the Revolving Credit Facility at
June 30, 2002 were classified as long-term, the long-term debt to equity ratio
and long-term debt to total capitalization ratio at June 30, 2002 would have
been 20.3 to 1 and .9 to 1, respectively. Total capitalization is defined as
total common shareholders' investment plus long-term debt plus current
maturities of long-term debt and other short-term obligations.
Results Of Operations
Net Sales
Net sales for the quarter and six months ended June 30, 2002 were
$75,627,000 and $140,057,000, respectively, compared with $67,646,000 and
$132,348,000 for the quarter and six months ended June 30, 2001, respectively.
Net sales of repair parts and services for the quarter and six months ended
June 30, 2002 were $63,216,000 and $114,616,000, respectively, which was an
increase of 19.9% and 12.4% from the quarter and six months ended June 30,
2001, respectively. Net machine sales for the quarter and six months ended
June 30, 2002 were $12,411,000 and $25,441,000, respectively, which was a
decrease of 16.9% and 16.1% from the quarter and six months ended June 30,
2001, respectively. The changes between periods were primarily due to
fluctuations in volume.
Cost of Products Sold
Cost of products sold for the quarter ended June 30, 2002 was $61,685,000
or 81.6% of net sales compared with $58,075,000 or 85.9% of net sales for the
quarter ended June 30, 2001. For the six months ended June 30, 2002, cost of
products sold was $113,856,000 or 81.3% of net sales compared with
$110,774,000 or 83.7% of net sales for the six months ended June 30, 2001.
The reduction in cost of products sold as a percentage of net sales for 2002
was primarily due to the improved mix of aftermarket sales. Also included in
cost of products sold for the six months ended June 30, 2002 and 2001 was
$2,631,000 and $2,606,000, respectively, of additional depreciation expense as
a result of the fair value adjustment to plant and equipment in connection
with acquisitions involving the Company.
Engineering and Field Service, Selling, Administrative and Miscellaneous
Expenses
Engineering and field service, selling, administrative and miscellaneous
expenses for the quarter ended June 30, 2002 were $10,573,000 or 14.0% of net
sales compared with $9,893,000 or 14.6% of net sales for the quarter ended
June 30, 2001. The amounts for the six months ended June 30, 2002 and 2001
were $20,265,000 or 14.5% of net sales and $21,085,000 or 15.9% of net sales,
respectively. Included in the amounts for the quarter and six months ended
June 30, 2001 was $72,000 and $731,000, respectively, of losses on disposals
of fixed assets. Also, as a result of the adoption of SFAS 142, goodwill and
intangible asset amortization expense decreased by $661,000 and $1,323,000 for
the quarter and six months ended June 30, 2002, respectively. Excluding the
effects of these items, engineering and field service, selling, administrative
and miscellaneous expenses for the quarter and six months ended June 30, 2001
were 13.5% and 14.4%, respectively.
Interest Expense
Interest expense for the quarter and six months ended June 30, 2002 was
$4,676,000 and $9,275,000, respectively, compared with $5,321,000 and
$10,742,000 for the quarter and six months ended June 30, 2001, respectively.
The decrease in interest expense in 2002 was primarily due to reduced interest
rates on revolver borrowings. Included in interest expense for the quarters
and six months ended June 30, 2002 and 2001 was $3,657,000 and $7,313,000,
respectively, related to the Senior Notes. The interest expense on the Senior
Notes for the quarter and six months ended June 30, 2002 and 2001 includes
$1,844,000 and $3,687,000, respectively, related to the Senior Notes acquired
by Holdings. Holdings has agreed as part of the Loan and Security Agreement
(and previously Credit Agreement) to defer the receipt of interest on these
Senior Notes during the life of the agreement.
Income Taxes
Income tax expense consists primarily of foreign taxes at applicable
statutory rates. For United States tax purposes, there were losses for which
no income tax benefit was recorded.
Net Loss
Net loss for the quarter and six months ended June 30, 2002 was
$2,259,000 and $4,843,000, respectively, compared with a net loss of
$6,021,000 and $10,626,000 for the quarter and six months ended June 30, 2001,
respectively. Non-cash depreciation and amortization charges for the quarter
and six months ended June 30, 2002 were $3,881,000 and $7,345,000,
respectively, compared with $4,256,000 and $8,378,000 for the quarter and six
months ended June 30, 2001, respectively.
New Orders and Backlog
New orders for the quarter and six months ended June 30, 2002 were
$75,629,000 and $132,547,000, respectively, compared with $168,127,000 and
$217,404,000 for the quarter and six months ended June 30, 2001, respectively.
New machine orders for the quarter and six months ended June 30, 2002 were
$24,049,000 and $24,169,000, respectively, compared with $8,503,000 and
$11,325,000 for the quarter and six months ended June 30, 2001, respectively.
During the second quarter of 2002, the Company received an order for a walking
dragline to be used in coal mining in North Dakota. Copper prices remain at
low levels compared to the mid 1990's which has negatively impacted demand for
the Company's machines. New repair parts and service orders for the quarter
and six months ended June 30, 2002 were $51,580,000 and $108,378,000,
respectively, compared with $159,624,000 and $206,079,000 for the quarter and
six months ended June 30, 2001, respectively. The amounts for the quarter and
six months ended June 30, 2001 include orders received related to two
maintenance and repair contracts, a machine move and a mining contract.
The Company's consolidated backlog on June 30, 2002 was $222,242,000
compared with $229,752,000 at December 31, 2001 and $249,464,000 at June 30,
2001. Machine backlog at June 30, 2002 was $31,266,000 compared with
$32,538,000 at December 31, 2001 and $3,825,000 at June 30, 2001. Repair
parts and service backlog at June 30, 2002 was $190,976,000 compared with
$197,214,000 at December 31, 2001 and $245,639,000 at June 30, 2001. A
portion of this backlog is related to multi-year contracts which will generate
revenue in future years.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Company's market risk is impacted by changes in interest rates and
foreign currency exchange rates.
Interest Rates
The Company's interest rate exposure relates primarily to debt
obligations in the United States. The Company manages its borrowings under
the Loan and Security Agreement through the selection of LIBOR based
borrowings or prime-rate based borrowings. The Company's Senior Notes are at
a fixed rate. If market conditions warrant, interest rate swaps may be used
to adjust interest rate exposures, although none have been used to date. The
Company believes that a 10% change in the Company's weighted average interest
rate at June 30, 2002 would have the effect of changing the Company's interest
expense on an annual basis by approximately $400,000.
Foreign Currency
Changes in foreign exchange rates can impact the Company's financial
position, results of operations and cash flow. The Company manages foreign
currency exchange rate exposure by utilizing some natural hedges to mitigate
some of its transaction and commitment exposures, and may utilize forward
contracts in certain situations. Based on the Company's derivative and other
foreign currency sensitive instruments outstanding at June 30, 2002, the
Company believes that a 10% change in foreign currency exchange rates will not
have a material effect on the Company's financial position, results of
operations or cash flows.
Forward-Looking Statements
This Report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Discussions
containing such forward-looking statements may be found in this section and
elsewhere within this Report. Forward-looking statements include statements
regarding the intent, belief or current expectations of the Company, primarily
with respect to the future operating performance of the Company or related
industry developments. When used in this Report, terms such as "anticipate,"
"believe," "could," "estimate," "expect," "indicate," "may be," "objective,"
"plan," "predict," and "will be" are intended to identify such statements.
Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ from those described in the forward-looking
statements as a result of various factors, many of which are beyond the
control of the Company. Forward-looking statements are based upon
management's expectations at the time they are made. Although the Company
believes that the expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such expectations will prove to
have been correct. Important factors that could cause actual results to
differ materially from such expectations ("Cautionary Statements") are
described generally below and disclosed elsewhere in this Report. All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on behalf of the Company are expressly qualified in
their entirety by the Cautionary Statements.
Factors that could cause actual results to differ materially from those
contemplated include:
Factors affecting customers' purchases of new equipment, rebuilds,
parts and services such as: production capacity, stockpiles, and
production and consumption rates of coal, copper, iron, gold and other
ores and minerals; the cash flows of customers; the cost and availability
of financing to customers and the ability of customers to obtain
regulatory approval for investments in mining projects; consolidations
among customers; work stoppages at customers or providers of
transportation; and the timing, severity and duration of customer buying
cycles.
Factors affecting the Company's general business, such as: unforseen
patent, tax, product, environmental, employee health or benefit, or
contractual liabilities; nonrecurring restructuring and other special
charges; changes in accounting or tax rules or regulations; reassessments
of asset valuations for such assets as receivables, inventories, fixed
assets and intangible assets; leverage and debt service; our success in
recruiting and retaining managers and key employees; and our wage
stability and cooperative labor relations; plant capacity and
utilization.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: See Exhibit Index on last page of this report,
which is incorporated herein by reference.
(b) Reports on Form 8-K:
Form 8-K dated June 18, 2002, filed June 24, 2002:
Item 4. Changes In Registrant's Certifying Accountant
Item 7. Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BUCYRUS INTERNATIONAL, INC.
(Registrant)
Date August 12, 2002 /s/Craig R. Mackus
Craig R. Mackus
Secretary and Controller
Principal Accounting Officer
Date August 12, 2002 /s/Theodore C. Rogers
Theodore C. Rogers
Chief Executive Officer
BUCYRUS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2002
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
2.1 Agreement and Plan of Exhibit 1 to
Merger dated August 21, Registrant's
1997, between Registrant, Tender Offer
American Industrial Solicitation/
Partners Acquisition Recommendation
Company, LLC and Bucyrus Statement on
Acquisition Corp. Schedule 14D-9
filed with the
Commission on
August 26, 1997.
2.2 Certificate of Merger Exhibit 2.2 to
dated September 26, 1997, Registrant's
issued by the Secretary Current Report
of State of the State of on Form 8-K
Delaware. filed with the
Commission on
October 10, 1997.
2.3 Second Amended Joint Plan Exhibit 2.1 to
of Reorganization of B-E Registrant's
Holdings, Inc. and Bucyrus- Current Report
Erie Company under Chapter on Form 8-K,
11 of the Bankruptcy Code, filed with the
as modified December 1, Commission and
1994, including Exhibits. dated December 1,
1994.
2.4 Order dated December 1, Exhibit 2.2 to
1994 of the U.S. Bankruptcy Registrant's
Court, Eastern District of Current Report
Wisconsin, confirming the on Form 8-K
Second Amended Joint Plan filed with the
of Reorganization of B-E Commission and
Holdings, Inc. and Bucyrus- dated December 1,
Erie Company under Chapter 1994.
11 of the Bankruptcy Code,
as modified December 1, 1994,
including Exhibits.
3.1 Restated Certificate Exhibit 3.6 to
of Incorporation of Registrant's
Registrant. Annual Report on
Form 10-K for
the year ended
December 31, 1998.
3.2 By-laws of Registrant. Exhibit 3.5 to
Registrant's
Annual Report on
Form 10-K for
the year ended
December 31, 1998.
3.3 Certificate of Amendment Exhibit 3.3
to Certificate of to Registrant's
Formation of Bucyrus Quarterly Report
Holdings, LLC, effective on Form 10-Q
March 25, 1999. filed with the
Commission on
May 15, 2000.
4.1 Indenture of Trust dated Exhibit 4.1 to
as of September 24, 1997 Registration
among Registrant, Boonville Statement on
Mining Services, Inc., Form S-4 of
Minserco, Inc. and Von's Registrant,
Welding, Inc. and Harris Boonville Mining
Trust and Savings Bank, Services, Inc.,
Trustee. Minserco, Inc. and
Von's Welding, Inc.
(SEC Registration
No. 333-39359)
(a) Letter dated Exhibit 4.1(a)
February 15, 2000 to Registrant's
evidencing change of Quarterly Report
Indenture Trustee. on Form 10-Q
filed with the
Commission on
November 6, 2000.
4.2 Form of Guarantee of Included as
Boonville Mining Services, Exhibit E
Inc., Minserco, Inc. and to Exhibit 4.1
Von's Welding, Inc. dated above.
as of September 24, 1997
in favor of Harris Trust
and Savings Bank as Trustee
under the Indenture.
4.3 Form of Registrant's Exhibit 4.3 to
9-3/4% Senior Note due 2007. Registration
Statement on
Form S-4 of
Registrant, Boonville
Mining Services, Inc.,
Minserco, Inc. and
Von's Welding, Inc.
(SEC Registration
No. 333-39359)
10.1 Credit Agreement, dated Exhibit 10.1 to
September 24, 1997 between Registrant's
Bank One, Wisconsin and Current Report
Registrant. on Form 8-K
filed with the
Commission on
October 10, 1997.
(a) First amendment dated Exhibit 10.1(a)
July 21, 1998 to Credit to Registrant's
Agreement. Quarterly Report
on Form 10-Q
filed with the
Commission on
November 16, 1998.
(b) Second amendment dated Exhibit 10.1(b)
September 30, 1998 to to Registrant's
Credit Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 1998.
(c) Third amendment dated Exhibit 10.1(c)
April 20, 1999 to Credit to Registrant's
Agreement. Quarterly Report
on Form 10-Q
filed with the
Commission on
August 12, 1999.
(d) Fourth amendment dated Exhibit 10.1(a)
September 30, 1999 to to Registrant's
Credit Agreement. Quarterly Report
on Form 10-Q
filed with the
Commission on
November 12, 1999.
(e) Fifth amendment dated Exhibit 10.1(e)
March 14, 2000 to Credit to Registrant's
Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 1999.
(f) Sixth amendment dated Exhibit 10.1(f)
September 8, 2000 to to Registrant's
Credit Agreement. Quarterly Report
on Form 10-Q
filed with the
Commission on
November 6, 2000.
(g) Seventh amendment dated Exhibit 10.1(g)
March 20, 2001 to Credit to Registrant's
Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 2000.
(h) Eighth amendment dated Exhibit 10.1(h)
January 4, 2002 to Credit to Registrant's
Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 2001.
(i) Ninth amendment dated Exhibit 10.1(i)
January 22, 2002 to Credit to Registrant's
Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 2001.
10.2 Employment Agreement Exhibit 10.16
between Registrant and to Registrant's
M. W. Salsieder dated Annual Report on
June 23, 1999. Form 10-K for
the year ended
December 31, 1999.
10.3 Secured Promissory Note Exhibit 10.17
between Registrant and to Registrant's
M. W. Salsieder dated Annual Report on
June 23, 1999. Form 10-K for
the year ended
December 31, 1999.
10.4 Pledge Agreement Exhibit 10.18
between Registrant and to Registrant's
M. W. Salsieder dated Annual Report on
June 23, 1999. Form 10-K for
the year ended
December 31, 1999.
10.5 Consulting Agreement Exhibit 10.19
between Registrant and to Registrant's
Wayne T. Ewing dated Annual Report on
February 1, 2000. Form 10-K for
the year ended
December 31, 1999.
10.6 Letter Agreement Exhibit 10.7
between Registrant and to Registrant's
Timothy W. Sullivan Quarterly Report
dated August 8, 2000. on Form 10-Q
filed with the
Commission on
August 14, 2000.
10.7 Agreement of Debt Exhibit 10.21
Conversion between to Registrant's
Registrant and Annual Report on
Bucyrus Holdings, LLC Form 10-K for
dated March 22, 2001. the year ended
December 31, 2000.
10.8 Consulting Agreement Exhibit 10.8
between Registrant and to Registrant's
Willard R. Hildebrand Quarterly Report
dated July 25, 2001. on Form 10-Q
filed with the
Commission on
November 14, 2001.
10.9 Agreement to Purchase and Exhibit 10.18
Sell Industrial Property to Registrant's
between Registrant and Annual Report on
InSite Real Estate Form 10-K for
Development, L.L.C. the year ended
dated October 25, 2001. December 31, 2001.
10.10 Industrial Lease Agreement Exhibit 10.19
between Registrant and to Registrant's
InSite South Milwaukee, L.L.C. Annual Report on
dated January 4, 2002. Form 10-K for
the year ended
December 31, 2001.
10.11 Termination Benefits Agreement Exhibit 10.20
between Registrant and to Registrant's
John F. Bosbous dated Annual Report on
March 5, 2002. Form 10-K for
the year ended
December 31, 2001.
10.12 Termination Benefits Agreement Exhibit 10.21
between Registrant and to Registrant's
Thomas B. Phillips dated Annual Report on
March 5, 2002. Form 10-K for
the year ended
December 31, 2001.
10.13 Loan and Security Agreement Exhibit 10.22
by and among Registrant, to Registrant's
Minserco, Inc., Boonville Annual Report on
Mining Services, Inc. and Form 10-K for
GMAC Business Credit, LLC, the year ended
and Bank One, Wisconsin December 31, 2001.
dated March 7, 2002.
99.1 Certification of Chief X
Executive Officer pursuant
to 18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of Secretary X
and Controller pursuant to
18 U.S.C. Section 1350, as
adopted pursuant to Section
906 of the Sarbanes-Oxley
Act of 2002.